Re: Advances made to Sparton Corporation ("Sparton"), Sparton Electronics Florida, Inc. ("Sparton Florida"), Spartronics, Inc. ("Spartronics"), Sparton Medical Systems, Inc. ("Sparton Medical"), Spartronics Vietnam Co., Ltd. ("Sparton Vietnam"), Sparton Technology, Inc. ("Sparton Technology"), and

Re:

Advances made to Sparton Corporation (“ Sparton ”), Sparton Electronics Florida, Inc. (“ Sparton Florida ”), Spartronics, Inc. (“ Spartronics ”), Sparton Medical Systems, Inc. (“ Sparton Medical ”), Spartronics Vietnam Co., Ltd. (“ Sparton Vietnam ”), Sparton Technology, Inc. (“ Sparton Technology ”), and Sparton of Canada, Limited (“ Sparton Canada ”) (Sparton, Sparton Florida, Spartronics, Sparton Medical, Sparton Vietnam, Sparton Technology and Sparton Canada, each a “Borrower”, and collectively the “ Borrowers ”) under that certain Amended and Restated Revolving Credit and Security Agreement of approximate even date herewith (the “ Loan Agreement ”) among the Borrowers, the financial institutions which are now or which hereafter become a party thereto (collectively, the “ Lenders ” and individually a “ Lender ”) and National City Business Credit, Inc. (“ NCBC ”), as agent for the Lenders (NCBC, in such capacity, the “ Agent ”). Capitalized terms used but not defined in this letter have the same meanings as in the Loan Agreement.

1.

Performance of a field examination after the Closing Date satisfactory to the Agent in its sole discretion with respect to the Borrowers and the Collateral (the “ Field Exam Condition Precedent ”).

3.

Satisfactory review by the Agent in its sole discretion of a title commitment with respect to the Michigan Property delivered to Agent by the Borrowers.